SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NOOYI INDRA K

(Last) (First) (Middle)
700 ANDERSON HILL ROAD

(Street)
PURCHASE NY 10577

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
PepsiCo, Inc. Common Stock 02/06/2009 A 113,208 (1) A $0.00 402,985 D
PepsiCo, Inc. Common Stock 3,992.95 (2) I by 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $53 02/06/2009 A 452,830 02/01/2012 01/31/2019 PepsiCo, Inc. Common Stock 452,830 $0.00 452,830 D
Phantom Stock Units (3) 02/06/2009 A 818.8537 (4) (5) (5) PepsiCo, Inc. Common Stock 818.8537 $0.00 (4) 111,009.4637 D
Explanation of Responses:
1. This number represents the performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of his/her compensation from PepsiCo, Inc. The vesting of these PSUs is contingent upon the achievement of pre-established performance targets over a three-year period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, depending on the performance level achieved.
2. Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of February 6, 2009.
3. These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.
4. This amount relates to dividends credited to the reporting persons phantom stock account on January 2, 2009 pursuant to PepsiCo's deferred compensation plan, at a price of $55.97.
5. This security is payable pursuant to the reporting person's election and the terms of PepsiCo's deferred compensation plan.
Remarks:
/s/ Indra K. Nooyi 02/10/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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